Common use of Payments and Computations, Etc Clause in Contracts

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 2:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Loan due on each Payment Date shall be equal to the applicable interest and all computations due |US-DOCS\148390876.14|| thereon with respect to each such Payment Date, which Yield shall accrue at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthPeriod. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Affiliate thereof), including, without limitation, including any loss (including cost of funds and reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (Borrower shall not be obligated to pay or repay any amounts in respect of an I/O Notional Loan other than interest in accordance with the consent of the Borrower) will have the right to make Conforming Changes from time to time andSection 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 2:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Notional Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Notional Loan due on each Payment Date shall be equal to the applicable interest and all computations due thereon with respect to each such Payment Date, which I/O Notional Loan shall accrue interest at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthPeriod. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections as of the related Determination Date are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Affiliate thereof), including, without limitation, including any loss (including cost of funds and reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (with the consent Borrower shall not be obligated to pay or repay any amounts in respect of the Borrower) will have the right to make Conforming Changes from time to time andI/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 2:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on all amounts not paid or deposited when due (taking into account any grace periods) to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the of Yield, the SOFR Yield Non-Usage Fees, Make-Whole Fees and the SOFR Yield Rate with respect to SOFR Advances other fees hereunder shall be computed made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthapplicable. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall instead be made due on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or USActive 55323723.3 willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto thereto, to the extent reasonable and documented, (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), ) including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:30 p.m. on the day when due in lawful money of the United States Dollars or in such other Eligible Currency in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Notional Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance its Eligible Currency for each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations ; provided that with respect to the Base RateGBP Advances, which such computations shall be based computed on the basis of a year consisting of 365 or 366 days, as applicable based on three hundred and sixty-five (365) days and the amount actual number of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. elapsed.. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Notional Loan due on each Distribution Date shall be equal to the applicable interest and all computations due thereon with respect to each such Distribution Date, which I/O Notional Loan shall accrue interest at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthPeriod. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Administrative Agent or the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)thereto, including, without limitation, any loss (including cost of funds and reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (with the consent Borrower shall not be obligated to pay or repay any amounts in respect of the Borrower) will have the right to make Conforming Changes from time to time andI/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on all amounts not paid or deposited when due (taking into account any grace period provided for herein related to such payments) to any of the Secured Parties hereunder at 2.0an interest rate of 2.00% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR LIBORBenchmark Yield Rate, One Day Advance Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any the Lender to the Borrower or any other Person for any reason. Each SOFR LIBORBenchmark Advance shall accrue interest at the applicable SOFR LIBORBenchmark Yield Rate for such SOFR LIBORBenchmark Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Period. All computations of interest and all computations with respect to the Yield, the SOFR LIBORBenchmark Yield and the SOFR LIBORBenchmark Yield Rate with respect to SOFR LLIBORBenchmark Advances and One Day Advance Benchmark Yield and One Day Advance Yield Rate with respect to One Day Advances, in each case, shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR LIBORBenchmark Advance shall be payable on each Payment Date on which an Interest Period for such SOFR LIBORBenchmark Advance ends. Each Base Rate One Day Advance shall accrue interest at the Base Rate One Day Advance Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the LIBORBenchmark Conversion Date or Base Rate Conversion Date for such Base Rate One Day Advance or the date such Base Rate One Day Advance is repaid in fullfull at the One Day Advance Benchmark Yield. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Each Base Rate Advance shall accrue interest at the Base Rate Yield for each day beginning on, and including, the Advance Date occursor Base Rate Conversion Date, any Yield that accrues as applicable, with respect to any such Base Rate Advance during and ending on, but excluding, the period that commences and LIBORBenchmark Conversion Date. Any One Day Advance Benchmark Yield accruing on and includes the days including the first day of such a calendar month and ends ending on, and including, the Determination Date for such calendar month, shall be payable on and includes the end of Payment Date occurring during such calendar month. Any One Day Advance LIBORBenchmark Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date that occurs in occurring during the next calendar month. Any Base Rate Yield accruing on the days including the first day of a calendar month and ending on, and including, the Determination Date for such calendar month, shall be payable on the Payment Date occurring during such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date occurring during the next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders Lender and the Administrative Agent pursuant to Section 2.02 2,02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the LendersLender, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders the Lender against any loss, cost or expense incurred by such Lenders the Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the LendersLender, the Administrative Agent or any an Affiliate thereof), including, including without limitation, limitation any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders the Lender to fund Advances or maintain the AdvancesAdvances Outstanding. Any such The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars or in such other Eligible Currency in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance its Eligible Currency for each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Collection Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations ; provided that with respect to the Base RateGBP Advances, which such computations shall be based computed on the basis of a year consisting of 365 or 366 days, as applicable based on three hundred and sixty-five (365) days and the amount actual number of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance endselapsed. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall instead be made due on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Investment Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Investment Affiliate thereof), including, without limitation, including any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on all amounts not paid or deposited when due (taking into account any grace period provided for herein) to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Default Funding Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR of Yield and the SOFR Yield Rate with respect to SOFR Advances other fees hereunder shall be computed made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthapplicable. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the (i) all reasonable up-front expenses and fees (including legal fees and any fees required under any Lender Fee Letter and the gross negligence, bad faith Trustee and Collateral Custodian Fee Letter) that are invoiced at or willful misconduct of, or failure prior to fund such Advance on the part ofRestatement Date shall have been paid in full; (ii) any and all information submitted to each Lender and the Agent by the Borrower, the Lenders, made or effectuated, as the case may be, on the date specified thereforTransferor, the Borrower Equityholder or the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect; (iii) each Lender shall indemnify such Lenders against any loss, cost or expense incurred have received all documentation and other information requested by such Lenders related thereto (other than any such loss, cost or expenses due Lender in its sole discretion and/or required by regulatory authorities with respect to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the LendersBorrower, the Administrative Agent or any Affiliate thereof)Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulationsAnti-Money Laundering Laws, including, without limitation, any loss the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender; (including cost iv) the Agent shall have received on or before the date of funds such effectiveness the items listed in Schedule I hereto, each in form and reasonable out-of-pocket expenses)substance satisfactory to the Agent and each Lender; and (v) no material adverse effect on the business, cost assets, financial conditions or expense incurred by reason performance of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any lossServicer and its subsidiaries, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of including the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Documenton a consolidated basis, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRhas occurred.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed by the Administrative Agent on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect elapsed and such computation shall be provided to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance endsCollateral Agent after calculation thereof. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Loan due on each Payment Date shall be equal to the applicable interest and all computations due thereon with respect to each such Payment Date, which Yield shall accrue at the Yield Rate for each day during the Remittance Period. For the avoidance of doubt, neither the Collateral Agent nor the Collateral Custodian shall have any duty to calculate the Yield or any component thereof and Base Rate Yield Rate with respect to Base Rate Advances shall be computed fully protected in relying on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end calculation of the Remittance Period in such calendar month shall be payable on Yield or any component thereof provided to it by the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthAdministrative Agent. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest or demonstrable error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (Borrower shall not be obligated to pay or repay any amounts in respect of an I/O Notional Loan other than interest in accordance with the consent of the Borrower) will have the right to make Conforming Changes from time to time andSection 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All The Borrowers shall on a joint and several basis repay the principal amount of all Outstanding Loans no later than the date of termination of the Facility pursuant to Section 7.01. Unless otherwise specified herein, all amounts to be paid or deposited by the Borrower Borrowers hereunder to or for the Servicer hereunder account of the Lender shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. 11:00 a.m. (New York City time) on the day when due in lawful money of the United States in immediately available same day funds to the Collection Account Funding Agent’s Account. Upon receipt of funds deposited into the Funding Agent’s Account, the Funding Agent shall distribute such funds to the Persons entitled thereto in accordance with the provisions of this Agreement and the Asset Backed Loan Agreement or retain such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicerfunds for its own account, as applicable, shallappropriate. (b) The Borrowers shall on a joint and several basis, to the extent permitted by law, pay to the Secured Parties interest on all amounts any amount not paid or deposited by either Borrower when due hereunder, at an interest rate per annum equal to any of the Secured Parties hereunder at 2.02% per annum above the Interest Rate (calculated on the assumption that the Lender has been funded for such amounts by a Base Rate (other than with respect Tranche advanced by the APA Banks pursuant to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicableAsset Backed Loan Agreement), payable on demand. (c) Unless otherwise specified herein, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All all computations of interest under subsection (b) above and all computations with respect to the Yieldof Interest, the SOFR Yield fees, and the SOFR Yield Rate with respect to SOFR Advances other amounts hereunder shall be computed made on the basis of a year of 360 365 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day, Day and such extension of time shall in such case be included in the computation of such payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable errordeposit. (d) In connection with If at any time the use aggregate Outstanding Balance of all Eligible Receivables is less than the Required Balance, then the Borrowers shall on a joint and several basis immediately pay to the Lender an amount equal to the amount which, when either deposited into the Funding Agent’s Account or administration applied directly in reduction of Term SOFRthe Outstanding Loans, will result in an aggregate Outstanding Balance of all Eligible Receivables equal to or greater than the Required Balance. The Borrowers shall instruct the Lender as to whether such funds are to be deposited in the Funding Agent’s Account or applied directly in the reduction of Outstanding Loans. To the extent such funds are applied in reduction of the Outstanding Loans, the Administrative Tranche Periods shall be selected by the Funding Agent. Amounts deposited in the Funding Agent’s Account pursuant to the immediately preceding sentence may, at the request of either Borrower, be withdrawn by the Funding Agent (with the consent of and distributed to the Borrower) will have , or at the right to make Conforming Changes from time to time andBorrower’s direction, notwithstanding anything if, and to the contrary herein or in any other Transaction Documentextent, any amendments implementing such Conforming Changes will become effective without any further action or consent withdrawal would not cause the aggregate Outstanding Balance of any other party all Eligible Receivables to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify be less than the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRRequired Balance.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:30 p.m. on the day when due in lawful money of the United States Dollars or in such other Eligible Currency in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Notional Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance its Eligible Currency for each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations ; provided that with respect to the Base RateGBP Advances, which such computations shall be based computed on the basis of a year consisting of 365 or 366 days, as applicable based on three hundred and sixty-five (365) days and the amount actual number of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance endselapsed. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Notional Loan due on each DistributionPayment Date shall be equal to the applicable interest and all computations due thereon with respect to each such DistributionPayment Date, which I/O Notional Loan shall accrue interest at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthPeriod. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Administrative Agent or the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)thereto, including, without limitation, any loss (including cost of funds and reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (with the consent Borrower shall not be obligated to pay or repay any amounts in respect of the Borrower) will have the right to make Conforming Changes from time to time andI/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to the applicable provision of Section 2.04, such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, fraud, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the LendersLenders or the Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or reasonable and documented expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)thereto, including, without limitation, any loss (including cost of funds and reasonable and documented out-of-pocket expensesexpenses but excluding lost profits), cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid by the Borrower or the Collection Agent to the Administrative Agent, any Funding Agent or any Lender hereunder shall be paid no later than 11:00 A.M. (New York City time) on the day when due in same day funds to the applicable Funding Agent's Account. All amounts to be deposited by the Borrower or the Servicer hereunder Collection Agent into the Collateral Account, any Funding Agent's Account or any other account shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. 11:00 A.M. (New York City time) on the day date when due in lawful money due. (b) Each of the United States in immediately available funds to Borrower and the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts any amount not paid or deposited by it when due hereunder (after as well as before judgment), at an interest rate per annum equal to any of the Secured Parties hereunder at 2.02.00% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period . (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). c) All computations of interest Interest, Fees, and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances other amounts hereunder shall be computed made on the basis of a year of 360 days for the actual number of days (including the first but excluding the date of payment) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All except that computations of interest and all computations with respect to Interest based on clause (i)(b)(A) of the Yield and definition of Base Rate Yield Rate with respect to Base Rate Advances shall be computed made on the basis of a year of 365 days (or 366 days366, as the case may be, for the actual number of days elapsedapplicable). With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day, Day and such extension of time shall in such case be included in the computation of such payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested deposit. Any computations by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost the applicable Funding Agent of funds and reasonable out-of-pocket expenses), cost or expense incurred amounts payable by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth hereunder shall be binding upon the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive Borrower absent demonstrable manifest error. (d) In connection All payments required to be made hereunder to any Lender shall be made by paying such amount to the applicable Funding Agent's Account in accordance with this Section 2.09. Upon receipt of funds, such Funding Agent shall pay such funds to the related Lender(s) owed such funds in accordance with the use records maintained by such Funding Agent. If a Funding Agent shall have paid to any Lender any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or administration (ii) exceeds that which such Lender was entitled to receive, such amount shall be promptly repaid to such Funding Agent by such Lender. (e) All payments of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or principal and interest in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent respect of any Tranche and all other party payments to this Agreement be made by the Collection Agent or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes hereunder shall be made solely in connection with the use or administration of Term SOFRDollars.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR LIBORSOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR LIBORSOFR Advance shall accrue interest at the applicable SOFR LIBORSOFR Yield Rate for such SOFR LIBORSOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Period. All computations of interest and all computations with respect to the Yield, the SOFR LIBORSOFR Yield and the SOFR LIBORSOFR Yield Rate with respect to SOFR LIBORSOFR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such yearapplicable. Payments of Yield with respect to each SOFR LIBORSOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR LIBORSOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period Payment Date Cut-Off in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period Payment Date Cut-Off in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made due on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the AdvancesAdvances Outstanding. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Facility Maturity Date or on such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent, the Collateral Agent and the Lenders. (e) In connection with the use or administration of Term SOFR, the Administrative Agent (in consultations with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is required hereunder or designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances (including any Base Rate Advance for which interest is calculated by reference to clause (c) of the definition of “Base Rate”), shall be computed on the basis of a year of 360 days for the actual number of days elapsedelapsed from and including the date of disbursement of the applicable Advance to but excluding the first Business Day of the next succeeding Payment Date, other than calculations with respect to and thereafter from and including the Base Rate, which shall be based on a year consisting first Business Day of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at to but excluding the Base Rate Yield Rate for each day beginning on, and including, first Business Day of the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in fullnext succeeding Payment Date. All computations of interest and all computations with respect to the Yield and Base Rate Yield Advances (other than any Base Rate with respect Advance for which interest is calculated by reference to clause (c) of the definition of “Base Rate”) and CP Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, days for the actual number of days elapsed. With respect elapsed from and including the date of disbursement of the applicable Advance to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes but excluding the first day Business Day of the next succeeding Payment Date, and thereafter from and including the first Business Day of such calendar month and ends on and includes Interest Period to but excluding the end first Business Day of the Remittance Period in such calendar month shall be payable on the next succeeding Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthDate. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made due on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent Unless sooner prepaid pursuant to Section 2.02 is not for any reason whatsoeverthe terms hereof, except as a result all Obligations of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)Borrower, including, without limitation, any loss (including cost of funds but not limited to accrued and reasonable out-of-pocket expenses), cost or expense incurred by reason of unpaid Yield and the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain Outstanding shall be repaid in full on the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable errorFacility Maturity Date. (d) In connection with All payments under this Agreement to the use or administration Lenders shall be made to the Administrative Agent for the ratable (based on their applicable percentages) account of Term SOFRthe Lenders entitled thereto (which funds, if delivered to the Administrative Agent, the Administrative Agent (with shall promptly forward to such Lenders) by no later than 3:00 p.m. on the consent of date when due and shall be made in immediately available funds at the Borrower) will have wire instructions provided by the right to make Conforming Changes from time to time and, notwithstanding anything Lenders to the contrary herein Administrative Agent (or in any other Transaction Documentthe Assignment and Acceptance, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable).

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on all amounts not paid or deposited when due (taking into account any grace period provided for herein related to such payments) to any of the Secured Parties hereunder at 2.0an interest rate of 2.00% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR LIBOR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any the Lender to the Borrower or any other Person for any reason. Each SOFR LIBOR Advance shall accrue interest at the applicable SOFR LIBOR Yield Rate for such SOFR LIBOR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Period. All computations of interest and all computations with respect to the Yield, the SOFR LIBOR Yield and the SOFR LIBOR Yield Rate with respect to SOFR LIBOR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR LIBOR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date or Base Rate Conversion Date, as applicable, with respect to such Base Rate Advance and ending on, but excluding, the LIBOR Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in fullfull at the Base Rate Yield. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Any Base Rate Advance during Yield accruing on the period that commences and on and includes days including the first day of such a calendar month and ends ending on, and including, the Determination Date for such calendar month, shall be payable on and includes the end of Payment Date occurring during such calendar month. Any Base Rate Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after occurring during the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders Lender and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the LendersLender, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders the Lender against any loss, cost or expense incurred by such Lenders the Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the LendersLender, the Administrative Agent or any an Affiliate thereof), including, including without limitation, limitation any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders the Lender to fund Advances or maintain the AdvancesAdvances Outstanding. Any such The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on all amounts not paid or deposited when due (taking into account any grace period provided for herein related to such payments) to any of the Secured Parties hereunder at 2.0an interest rate of 2.00% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR LIBOR Yield Rate, One Day Advance Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any the Lender to the Borrower or any other Person for any reason. Each SOFR LIBOR Advance shall accrue interest at the applicable SOFR LIBOR Yield Rate for such SOFR LIBOR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Period. All computations of interest and all computations with respect to the Yield, the SOFR LIBOR Yield and the SOFR LIBOR Yield Rate with respect to SOFR LIBOR Advances and One Day Advance Yield and One Day Advance Yield Rate with respect to One Day Advances, in each case, shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR LIBOR Advance ends. Each Base Rate RateOne Day Advance shall accrue interest at the Base Rate RateOne Day Advance Yield Rate for each day beginning on, and including, the Advance Date or Base Rate Conversion Date, as applicable, with respect to such Base Rate Advance and ending on, but excluding, the LIBOR Conversion Date for xxxxxx Base Rate Conversion Date for such Base Rate One Day Advance or the date such Base Rate RateOne Day Advance is repaid in fullfull at the Base RateOne Day Advance Yield. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Each Base Rate Advance shall accrue interest at the Base Rate Yield for each day beginning on, and including, the Advance Date occursor Base Rate Conversion Date, any Yield that accrues as applicable, with respect to any such Base Rate Advance during and ending on, but excluding, the period that commences and LIBOR Conversion Date. Any One Day Advance Yield accruing on and includes the days including the first day of such a calendar month and ends ending on, and including, the Determination Date for such calendar month, shall be payable on and includes the end of Payment Date occurring during such calendar month. Any One Day Advance LIBOR Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date that occurs in occurring during the next calendar month. Any Base Rate Yield accruing on the days including the first day of a calendar month and ending on, and including, the Determination Date for such calendar month, shall be payable on the Payment Date occurring during such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date occurring during the next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders Lender and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the LendersLender, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders the Lender against any loss, cost or expense incurred by such Lenders the Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the LendersLender, the Administrative Agent or any an Affiliate thereof), including, including without limitation, limitation any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders the Lender to fund Advances or maintain the AdvancesAdvances Outstanding. Any such The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) Not later than 20 Business Days prior to the last day of each calendar quarter with respect to each Payment Date pursuant to clause (a) of the definition thereof, and otherwise not later NAI-15121569431515895953v1213 -36- than five (5) Business Days prior to each other Payment Date, the Administrative Agent shall notify the Calculation Agent and the Portfolio Asset Servicer of the interest payable on the Advances hereunder on such Payment Date. All amounts to be paid or deposited by applied from amounts received on the Borrower or Portfolio Assets in the Servicer Collection Account, on the Borrower’s behalf, hereunder and in accordance with this Agreement shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the Administrative Agent no later than 3:00 12:00 p.m. on the day when due for further distribution to the Lenders by no later than 4:00 p.m. on such day in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated specified in writing by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to Calculation Agent and the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawPortfolio Asset Servicer. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever Other than as otherwise set forth herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall in such case be included is reflected in the computation of payment of Yield or any fee payable hereunder, as the case may beinterest and fees. (c) If To the extent that any Advance requested payment by or on behalf of the Borrower and approved by the Lenders and is made to the Administrative Agent, the Calculation Agent or any Lender, or the Administrative Agent, the Calculation Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred settlement entered into by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the Borrower documentation setting forth extent of such recovery, the amounts of any loss, cost obligation or expense referred to in the previous sentence, such documentation part thereof originally intended to be conclusive absent demonstrable error. satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (dii) In connection with the use or administration of Term SOFR, each Lender severally agrees to pay to the Administrative Agent or the Calculation Agent, as applicable, upon demand its applicable share (with the consent of the Borrowerwithout duplication) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement amount so recovered from or any other Transaction Document. The repaid by the Administrative Agent will promptly notify or the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRCalculation Agent, as applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to expense resulting from the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable and documented out-of-pocket expensesexpenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as AmericasActive:18709990.5 applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars or in such other Eligible Currency in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Notional Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance its Eligible Currency for each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Collection Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations ; provided that with respect to the Base RateGBP Advances, which such computations shall be based computed on the basis of a year consisting of 365 or 366 days, as applicable based on three hundred and sixty-five (365) days and the amount actual number of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance endselapsed. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Notional Loan due on each Payment Date shall be equal to the applicable interest and all computations due thereon with respect to each such Payment Date, which I/O Notional Loan shall accrue interest at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthCollection Period. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall instead be made due on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Investment Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Investment Affiliate thereof), including, without limitation, including any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (with the consent Borrower shall not be obligated to pay or repay any amounts in respect of the Borrower) will have the right to make Conforming Changes from time to time andI/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.04.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR LIBOR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR LIBOR Advance shall accrue interest at the applicable SOFR LIBOR Yield Rate for such SOFR LIBOR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Period. All computations of interest and all computations with respect to the Yield, the SOFR LIBOR Yield and the SOFR LIBOR Yield Rate with respect to SOFR LIBOR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such yearapplicable. Payments of Yield with respect to each SOFR LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR LIBOR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in fullfull at the Base Rate Yield. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Any Base Rate Advance during Yield accruing on the period that commences and on and includes days including the first day of such a calendar month and ends ending on, and including, the Payment Date Cut‑Off for such calendar month, shall be payable on and includes the end of Payment Date occurring during such calendar month. Any Base Rate Yield accruing on days after the Remittance Period Payment Date Cut-Off in such any calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after occurring during the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the AdvancesAdvances Outstanding. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any AmericasActive:18709990.5 reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 5:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on all amounts not paid or deposited when due (taking into account any grace period provided for herein related to such payments) to any of the Secured Parties hereunder at 2.0an interest rate of 2.00% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR LIBOR Yield Rate, One Day Advance Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in fullfull (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any the Lender to the Borrower or any other Person for any reason. Each SOFR LIBOR Advance shall accrue interest at the applicable SOFR LIBOR Yield Rate for such SOFR LIBOR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Period. All computations of interest and all computations with respect to the Yield, the SOFR LIBOR Yield and the SOFR LIBOR Yield Rate with respect to SOFR LIBOR Advances and One Day Advance Yield and One Day Advance Yield Rate with respect to One Day Advances, in each case, shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR LIBOR Advance ends. Each Base Rate One Day Advance shall accrue interest at the Base Rate One Day Advance Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the LIBOR Conversion Date or Base Rate Conversion Date for such Base Rate One Day Advance or the date such Base Rate One Day Advance is repaid in fullfull at the One Day Advance Yield. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Each Base Rate Advance shall accrue interest at the Base Rate Yield for each day beginning on, and including, the Advance Date occursor Base Rate Conversion Date, any Yield that accrues as applicable, with respect to any such Base Rate Advance during and ending on, but excluding, the period that commences and LIBOR Conversion Date. Any One Day Advance Yield accruing on and includes the days including the first day of such a calendar month and ends ending on, and including, the Determination Date for such calendar month, shall be payable on and includes the end of Payment Date occurring during such calendar month. Any One Day Advance LIBOR Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date that occurs in occurring during the next calendar month. Any Base Rate Yield accruing on the days including the first day of a calendar month and ending on, and including, the Determination Date for such calendar month, shall be payable on the Payment Date occurring during such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month Yield accruing on days after the Remittance Period Determination Date in such any calendar month shall be payable on the Payment Date occurring during the next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders Lender and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the LendersLender, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders the Lender against any loss, cost or expense incurred by such Lenders the Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the LendersLender, the Administrative Agent or any an Affiliate thereof), including, including without limitation, limitation any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders the Lender to fund Advances or maintain the AdvancesAdvances Outstanding. Any such The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 2:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Loan due on each Payment Date shall be equal to the applicable interest and all computations due thereon with respect to each such Payment Date, which Yield shall accrue at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthPeriod. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, the Administrative Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses expense solely due to the gross negligence, bad faith, negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any an Affiliate thereof), including, without limitation, including any loss (including cost of funds and reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (Borrower shall not be obligated to pay or repay any amounts in respect of an I/O Notional Loan other than interest in accordance with the consent of the Borrower) will have the right to make Conforming Changes from time to time andSection 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoeverAgent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 days for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 1:00 p.m. on the day when due in lawful money of the United States Dollars in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent and shall be made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable LawAgent. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance and I/O Loan shall accrue interest at the applicable SOFR Yield Rate for such SOFR Advance each day during each applicable Interest Period (provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance)Remittance Period. All computations of interest and all computations with respect to the Yield, the SOFR Yield and the SOFR Yield Rate with respect to SOFR Advances shall be computed on the basis of a year of 360 three hundred and sixty (360) days for and the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable based on the amount of days in such year. Payments of Yield with respect to each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or the date such Base Rate Advance is repaid in full. All computations of Yield on the I/O Loan due on each Payment Date shall be equal to the applicable interest and all computations due thereon with respect to each such Payment Date, which Yield shall accrue at the Yield and Base Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance each day during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar monthPeriod. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders Lender against any loss, cost or expense incurred by such Lenders Lender related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof)thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expensesout‑of‑pocket expenses but excluding lost profits), cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable manifest error. (d) In connection with For the use or administration avoidance of Term SOFRdoubt, the Administrative Agent (Borrower shall not be obligated to pay or repay any amounts in respect of an I/O Notional Loan other than interest in accordance with the consent of the Borrower) will have the right to make Conforming Changes from time to time andSection 2.01 and Section 2.04, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFRas applicable.